EXHIBIT 1


                           MINUTES OF A MEETING OF THE
               BOARD OF DIRECTORS OF LEGALPLAY ENTERTAINMENT INC.
                      HELD ON THE 7th DAY OF JANUARY, 2005

The following resolutions were passed by the Board of Directors of LEGALPLAY
ENTERTAINMENT INC. (the "Corporation") having been consented to and adopted in
writing by all the Directors of the Corporation as at January 7, 2005.

WHEREAS the undersigned are Directors of LEGALPLAY ENTERTAINMENT INC., a Florida
company, and they desire to take the action hereinafter set forth without a duly
called meeting of the Directors.

NOW  THEREFORE  the  undersigned  hereby  adopts the following resolution, which
shall  have  the same force and effect as if adopted at a duly called meeting of
the  Directors:

RESOLVED THAT:

     1.   The Board of Directors accepts the resignation of Mr. Keith Andrews as
          director,  effective  immediately.

EFFECTIVE this 7th day of January, 2005.



/s/ Gregory Cathcart                        /s/ Cecil Morris
- ----------------------------------          ------------------------------------
Gregory Cathcart, Director                  Cecil Morris, Director




Accepted for filing in the Corporation's
records this 7th day of January, 2005.      /s/ Gregory Cathcart
                                            ------------------------------------
                                            Gregory Cathcart, President